Beneficial Ownership Report · SCHEDULE 13G
DarkIris Inc.
DKINASDAQEQUITYCurrent
Beneficial Ownership Report
Structured filing — SCHEDULE 13G
primary_doc.xml
Subject company
- Company
- DarkIris Inc.
- Company CIK
- 0002058584
- Street
- 6/F, Cheong Sun Towerno
- Street (continued)
- 118 Wing Lok Streetsheung
- City
- Wan
- State / country code
- K3
- Postal code
- 000000
Statement details
- Security class
- Class A Ordinary Shares, $0.0016 par value
- Event date
- 10/08/2026
- Rule designation
- Rule 13d-1(c)
Reporting person 1
- Name
- S.H.N. Financial Investments Ltd.
- Citizenship / organization
- L3
- Reporting person type
- FI
- Aggregate amount owned
- 614,284.00
- Percent of class
- 9.99
- Sole voting power
- 614,284.00
- Shared voting power
- 0.00
- Sole dispositive power
- 614,284.00
- Shared dispositive power
- 0.00
- Aggregate excludes certain shares
- N
Item 1
Issuer
DarkIris Inc.
Principal executive office address
6/F, Cheong Sun Towerno, 118 Wing Lok Streetsheung Wan, Hong Kong
Item 2
Citizenship
Israel
Filing person
S.H.N. Financial Investments Ltd.
Principal business or residence address
Herzliya Hills Arik Einstein 3, Israel, 4610301
Item 3
Not applicable indication
Y
Item 4
Percent of class
9.99
Amount beneficially owned
614,284 The amounts in Row (5), (7) and (9) represent 299,655 Class A Ordinary Shares and 314,629 Pre-Funded Warrants. The amounts do not include 774,604 Pre-Funded Warrants and 1,388,888 Warrants, each subject to a 9.99% beneficial ownership limitation. The percentage set forth on Row (11) of the cover page for the Reporting Person is based on 5,834,367 Class A Ordinary Shares outstanding after the offering, based on the Issuer's Prospectus filed under Rule 424(b)(4) with the Securities and Exchange Commission on October 9, 2026 and information provided by the Issuer. Nir Shamir is the Chief Executive Officer of the Reporting Person. As such, Mr. Shamir may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) the securities described herein. To the extent Mr. Shamir is deemed to beneficially own such securities, Mr. Shamir disclaims beneficial ownership of these securities for all other purposes.
Sole voting power
614,284
Shared voting power
0
Sole dispositive power
614,284
Shared dispositive power
0
Item 5
Not applicable indication
Y
Item 6
Not applicable indication
Y
Item 7
Not applicable indication
Y
Item 8
Not applicable indication
Y
Item 9
Not applicable indication
Y
Item 10
Not applicable indication
N
Certifications
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
Signature 1
- Reporting person
- S.H.N. Financial Investments Ltd.
- Signed
- /s/ Nir Shamir
- Title
- Nir Shamir, Chief Executive Officer
- Date
- 10/13/2026
Company context
We are a comprehensive technology enterprise engaged in the development, publishing and operating of mobile digital games via various third-party digital storefronts. Our activities encompass including game design, programming and graphics, as well as distribution and operation of mobile games on various platforms. We leverage on (i) the innovative, creative and technical expertise of the gaming industry communities in Hong Kong and (ii) the multicultural environment and diversified interests of mobile game players in these regions. Our goal is to create and promote a broader array of engaging, immersive, and captivating mobile game genres to cater to a global audience of gamers. Over the past seven years, we have successfully released numerous popular games. We are committed to consistently demonstrating exceptional strength and unique allure across diverse sectors of games, leading the way in pioneering advancements within the gaming industry.